Missouri Highways and Transportation Commission

CCO FORM: RW22 ROUTE: 63 Approved: 4/96 (RMH) COUNTY: Maries Revised: 01/15 (AR) JOB NO.: Vienna Shed Removal Modified: 02/17 (GJH)

MISSOURI HIGHWAYS AND TRANSPORTATION COMMISSION SALE OF IMPROVEMENT AND REMOVAL AGREEMENT

THIS AGREEMENT is entered into by the Missouri Highways and Transportation Commission (hereinafter, "Seller") and (hereinafter, "Purchaser").

WITNESSETH:

WHEREAS, the Seller, in consideration of the terms and conditions hereinafter contained, hereby agrees to sell and convey two improvements, separate and apart from the land and subject to the conditions set forth below, to the Purchaser. The improvements situated in the County of Maries, State of Missouri, and more particularly described as follows:

Former Vienna Maintenance Building and Two Bay Salt Storage Building

WHEREAS, the Seller agrees to sell the above-described improvements upon the prompt and full payment of the purchase price and upon submission of a $2,000 performance bond by the Purchaser.

NOW, THEREFORE, in consideration of these mutual covenants, the parties agree as follows:

(1) PURCHASE PRICE: dollars ($ ) will be paid to the Seller by a cashier's check or money order upon final approval of this Agreement by the Seller.

(2) PERFORMANCE BY PURCHASER:

(A) At least ten (10) working days in advance of the project start date, Purchaser shall complete the attached Asbestos NESHAP Notification of Demolition and Renovation and shall submit same to the Missouri Department of Natural Resources as set out within the document.

(B) Purchaser shall remove the two improvements, excluding the concrete slab floors, by July 1, 2017. This removal will include all material including but not limited to rock, broken concrete or other masonry material except for the concrete slab floor which shall remain in place. An asbestos inspection and heavy metal paint survey was completed for these improvements and no asbestos or heavy metal paint was discovered; however, it is possible that hidden asbestos containing material and/or heavy metal paint may exist. If suspect asbestos containing materials are found or if painted concrete, block and/or brick surfaces are observed other than those reflected in the inspection report, the Purchaser must contact Philip Hamilton at 573-751-3660 immediately so a follow up inspection can be scheduled.

(C) Purchaser shall comply with county and municipal ordinances and state law in carrying out the terms of this Agreement and shall obtain, at his/her own expense, all necessary permits and licenses.

(D) Purchaser shall deposit herewith as a performance bond, to assure compliance with the terms of this Agreement, the sum of Two Thousand and No/100 Dollars ($2,000.00), the receipt of which is hereby acknowledged. In the event purchaser fails to raze the improvements as set out in this Agreement and within the time set forth, purchaser, by his/her action, relinquishes all right, title and interest in said improvements unto the Commission, and the aforesaid bond shall be retained by the Commission as liquidated damages, and said improvements shall be disposed of by the Commission in any manner it deems necessary. At the request of purchaser, the Commission’s designated representative will inspect the right of way to determine compliance with this agreement; and, if purchaser is found to have complied with the terms hereof, Commission’s representative will cause a state treasurer’s check to be issued in favor of purchaser refunding said performance bond in full. (Said state treasurer’s check will be mailed to purchaser in about three to six weeks after requested).

(3) INSPECTION/REVIEW PERIOD; RIGHT TO DECLINE TITLE: The Purchaser shall have the following rights to inspect the Property:

(A) Purchaser Review / Inspection and Termination Right: Purchaser shall have 30 days from effective date of this Agreement ("Purchaser’s Inspection Period") to inspect and review the improvements, and to conduct such environmental, engineering, building component or other tests, studies and inspections, with respect to the improvements as Purchaser deems necessary, including asbestos and lead paint inspections of the Property buildings, considering that only an inspection performed by certified inspectors can confirm or deny the presence of asbestos and/or lead based paint. Purchaser shall take all the EPA required precautions while conducting the environmental inspections.

(B) If during Purchaser’s Inspection Period, Purchaser is not satisfied with the results of any tests, studies or inspections, then Purchaser, in its sole and absolute discretion, may choose to decline taking title to the improvements by giving written notice to the Commission of such decision on or before the date of the expiration of Purchaser’s Inspection Period. Purchaser’s action to decline taking title to the improvements under this paragraph shall render this agreement null and void. If Purchaser fails to provide the written notice provided for herein before expiration of Purchaser’s Inspection Period, then the right of Purchaser to decline taking title to the improvements pursuant to this paragraph shall be deemed waived.

(C) Purchaser shall have the right to access MHTC property during Purchaser’s Inspection Period for the purposes of conducting the inspections, tests and studies on the improvements as set forth in this paragraph. Access to the MHTC property and improvements thereon shall be limited to reasonable times and shall require prior notice, and Purchaser shall take all the necessary EPA mandated precautions while conducting the tests and inspections, and ensure it does not materially interfere with the Commission's business. The Commission shall not impede the investigation unreasonably. Purchaser shall indemnify and hold the Commission harmless (which indemnity shall survive the Closing) from any loss, claim, liability or cost, including without limitation, damage to the Property, injury to persons, and claims of mechanic's or materialmen's liens, caused by Purchaser’s entry and conduct of tests on MHTC property. Further, Purchaser shall be obligated to repair within the reasonable time specified in writing by the Commission to Purchaser any damage caused to MHTC property and/or the improvements during said investigation, unless the Commission excuses the same in writing.

(4) NO WARRANTY: Purchaser takes title to the herein described improvements “as-is” with no express warranties or implied warranties of suitability or fitness for a particular purpose.

(5) ENTIRE AGREEMENT; AMENDMENTS: This Agreement constitutes the entire agreement between the parties. Any change in this Agreement, whether by modification or supplementation, must be accompanied by a formal contract amendment signed and approved by the duly authorized representative of the Purchaser and the Seller.

(6) SELLER (COMMISSION) REPRESENTATIVE: The Commission's district engineer is designated as the Seller's representative for the purpose of administering the provisions of this Agreement.

(7) LAW OF MISSOURI TO GOVERN: This Agreement shall be construed according to the laws of the state of Missouri. The Purchaser shall comply with all local, state and federal laws and regulations relating to the performance of this Agreement.

(8) ASSIGNMENT: The Purchaser shall not assign, transfer or delegate any interest in this Agreement without the prior written consent of the Seller.

(9) NONWAIVER: No delay or failure by either party to exercise or enforce any right hereunder, and no partial or single exercise of any such right, shall constitute a waiver of that or any other right, unless otherwise provided herein.

(10) INDEMNIFICATION: The Purchaser shall defend, indemnify and hold harmless the Commission, including its members and department employees, from any claim or liability whether based on a claim for damages to real or personal property or to a person for any matter relating to or arising out of the Purchaser's performance of its obligations under this Agreement.

(11) NO ADVERSE INFERENCE: This Agreement shall not be construed more strongly against one party or the other. The parties to this Agreement had equal access to, input with respect to, and influence over the provisions of this Agreement. Accordingly, no rule of construction which requires that any allegedly ambiguous provision be interpreted more strongly against one party than the other shall be used in interpreting this Agreement.

(12) SECTION HEADINGS: All section headings contained in this Agreement are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement.

(13) TIME OF THE ESSENCE: Time is of the essence with respect to each and every provision of this Agreement.

(14) VENUE: It is agreed by the parties that any action at law, suit in equity, or other judicial proceeding to enforce or construe this Agreement, or regarding its alleged breach, shall be instituted only in the Circuit Court of Cole County, Missouri.

(15) VOLUNTARY NATURE OF AGREEMENT: Each party to this Agreement warrants and certifies that it enters into this transaction and executes this Agreement freely and voluntarily and without being in a state of duress or under threats or coercion.

(16) APPROVAL OF SELLER: This sale is subject to the approval of the Seller’s representative and is not final until approved by the Seller’s representative. Should Seller’s representative, in his discretion, not approve this transaction, then this contract shall be null and void and the Purchaser's performance bond shall be returned to the Purchaser within ninety (90) days of the consideration of the Agreement by Seller’s Representative.

[Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the said parties herein have executed this Agreement on the day of , 20____.

COMMISSION REPRESENTATIVE

(Title)

PURCHASER:

Address:

Telephone: